SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

FOR FISCAL YEAR ENDED DECEMBER 31, 2008.

000-131224
Commission File Number

SMART HOLDINGS, INC.

(Name of small business issuer in its charter)

Nevada		20-5956047
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

647 MILL POINT DRIVE

MILFORD, MI 48381

(248) 321-0121

(Address and telephone number of principal executive offices)

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.0001

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act, during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No 

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No 

The registrant’s revenues for the year ended December 31, 2008 were $0.

As of January 18, 2009, the registrant had 8,602,500 shares of common stock, par value $0.0001 per share, outstanding.

SMART HOLDINGS, INC.

FORM 10-K TABLE OF CONTENTS


Title	Page No.
Part I

Item 1. Description of Business		3

Item 2. Description of Property		4

Item 3. Legal Proceedings		4

Item 4. Submission of Matters to a Vote of Securities Holders		4

Part II.

Item 5. Market for Common Equity and Related Stockholder Matters		5

Item 6. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations		5

Item 7. Financial Statements		7

Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures		16

Item 8A. Controls and Procedures		16

Part III.

Item 9. Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act		16

Item 10. Executive Compensation		17

Item 11. Security Ownership of Certain Beneficial Owners and Management		18

Item 12. Certain Relationships and Related Transactions, and Director Independence		18

Item 13. Exhibits		18

Item 14. Principal Accountant Fees and Services		19

Signatures		20

Index to Exhibits		21

Exhibit 31.1
Exhibit 32.1

Page -2

Table of Contents

PART I

Forward Looking Statements . Certain of the statements included in this annual report on Form 10-K, including those regarding future financial performance or results or that are not historical facts, are “forward-looking” statements as that term is defined in Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. The words “expect,” “plan,” “believe,” “anticipate,” “project,” “estimate,” and similar expressions are intended to identify forward-looking statement. Smart Holdings, Inc. (referred to herein, with its predecessors and subsidiaries, as “Smart Holdings, Inc.”, “we”, “us”, and “our”) cautions readers that these statements are not guarantees of future performance or events and such statements involve risks and uncertainties that may cause actual results and outcomes to differ materially from those indicated in forward-looking statements. Additional factors that could cause actual results to differ materially from those indicated in the forward-looking statements are discussed under the caption “Risk Factors”. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof. We undertake no duty to update these forward-looking statements. Readers are urged to carefully review and consider the various disclosures made by us which attempt to advise interested parties of the additional factors which may affect our business, including the disclosures made under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report.

Item 1. Description of Business

Smart Holdings, Inc. was incorporated in the State of Nevada on December 6, 2005. It is a consulting company, headquartered in Milford, Michigan, which plans to offer a variety of strategic business consulting services to public and private companies. Currently, the main service is providing financial and business consulting services to its clients. The services offered include due diligence, mergers and acquisition consulting, and strategic business planning. Smart Holdings, Inc. works with both private and public companies. Smart Holdings, Inc.’s long-term focus is on creating lasting relationships with its clients. It also provides strategic consulting services and business plan development for start-up companies and has the expertise to work with its clients through the public offering process, with introductions to underwriters, broke dealers and market makers, as well as post offering support services such as development of road show and research materials.

As indicated above the company was recently incorporated and is presently in the development stage wherein it is in the process of setting up operations and working to obtain clients. It has not yet realized revenue.

Our principal executive office is located at 647 Mill Point Dr. Milford, Michigan, 48381, and our telephone number is (248) 321-0121

Page -3

Table of Contents

Item 2. Description of Property

Property and equipment are recorded at historical cost and include expenditures, which substantially increase the useful lives of existing property and equipment. Maintenance and repairs are charged to operations when incurred.

Depreciation of property and equipment is computed primarily using the straight-line method based on estimated useful lives (furniture and fixtures, 6 to 7 years, office equipment 5 to 7 years, and computers and software, 3 to 5 years). Depreciation for income tax purposes is computed principally using the straight line method and estimated useful lives.

Item 3. Legal Proceedings

As of December 31, 2008, Smart Holdings Inc. did not have any outstanding legal issues outside of the ordinary course of business.

Item 4. Submission of Matters to a Vote of Securities Holders

There were no submissions of matters to a vote of shareholders in the three months ending December 31, 2008.

Page -4

Table of Contents

PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

On February 21, 2007, 2006, Smart Holdings, Inc. filed an SB-2 registration statement with the SEC. The Company registered an additional 1 million (1,000,000) shares to be sold for an aggregate of $1 million ($1,000,000). The registration has been approved by the SEC and no shares were sold prior to December 31, 2008. The Company is currently attempting to complete the offering.

Item 6. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-looking Information

This report and other reports, as well as other written and oral statements made or released by us, may contain forward-looking statements. Forward-looking statements are statements that describe, or that are based on, our current expectations, estimates, projections and beliefs. Forward-looking statements are based on assumptions made by us, and on information currently available to us. Forward-looking statements describe our expectations today of what we believe is most likely to occur or may be reasonably achievable in the future, but such statements do not predict or assure any future occurrence and may turn out to be wrong. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. The words “believe,” “anticipate,” “intend,” “expect,” “estimate,” “project”, “predict”, “hope”, “should”, and “may”, other words and expressions that have similar meanings, and variations of such words and expressions, among others, usually are intended to help identify forward-looking statements. Forward-looking statements are subject to both known and unknown risks and uncertainties and can be affected by inaccurate assumptions we might make. Risks, uncertainties and inaccurate assumptions could cause actual results to differ materially from historical results or those currently anticipated. Consequently, no forward-looking statement can be guaranteed. The potential risks and uncertainties that could affect forward looking statements include, but are not limited to the ability to raise needed financing, increased competition, extent of the market demand for and supply of goods and services of the types provided by the Company, governmental regulation, performance of information systems, and the ability of the Company to hire, train and retain qualified employees. In addition, other risks, uncertainties, assumptions, and factors that could affect the Company’s results and prospects have been and may further be described in the Company’s prior and future filings with the Securities and Exchange Commission and other written and oral statements made or released by the Company.

We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date of this document. The information contained in this report is current only as of its date, and we assume no obligation to update any forward-looking statements.

The financial information set forth in the following discussion should be read in conjunction with, and qualified in its entirety by, the Company’s audited financial statements and notes included herein. The results described below are not necessarily indicative of the results to be expected in any future period. Certain statements in this discussion and analysis, including statements regarding our strategy, financial performance and revenue sources, are forward-looking information based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Readers are referred to our Audited Financials included on Form 10-K for the fiscal year ended December 31, 2008.

Page -5

Table of Contents

Results of Operations

Our net loss for twelve months ended December 31, 2008 was $942, compared to 18,502 for the twelve months ended December 31, 2007. A discussion of our results of operations is as follows:

Revenues for twelve months ended December 31, 2008 and 2007 were $0. No revenues have been generated since inception.

Our cost of services for the twelve months ended December 31, 2008 and 2007 was $0. As we have had no revenue to date, there is no cost of services.

Smart Holdings expects to improve operating results as the Company begins to move forward with marketing and obtaining a customer base for its services.

Operating expenses were $942 for the twelve months ended December 31, 2008, compared to $18,502 for the twelve months ended December 31, 2007.

This decrease is attributable to the limited activity during the most recent year.

No provision for income taxes have been reflected or recorded on these financial statements. We incurred a net loss of $942 for the twelve months ended December 31, 2008 as a result of the matters discussed above. Losses to date may be used to offset future taxable income, assuming the Company becomes profitable.

Liquidity and Capital Resources

As reflected in the accompanying financial statements, the Company has working capital and stockholders’ equity of $0 and ($3,502), respectively, as of December 31, 2008. The Company has incurred losses and has been dependent upon the financial support of stockholders, management and other related parties.

Management is seeking additional financial resources, which the Company believes will support operations until profitability can be achieved. These financial resources include financing from both related and non-related third parties, as discussed in the accompanying footnotes to the financial statements. There can be no assurance that management will be successful in these efforts. The financial statements do not reflect any adjustments that may arise as a result of this uncertainty.

We expect our operating expenses to continue to increase as we attempt to build our brand and expand our customer base. We hope our expenses will be funded from operations and short-term loans from officers, shareholders or others; however, our operations may not provide such funds and we may not be able obtain short-term loans from officers, shareholders or others. Our officers and shareholders are under no obligation to provide additional loans to the company.

Page -6

Table of Contents

Item 7. Financial Statements


	Page
Report of Independent Registered Public Accounting Firm		F-1

Balance Sheet at December 31, 2008		F-2

Statement of Income Years Ended December 31, 2008 and 2007		F-3

Statement of Stockholders ’ Equity Years Ended December 31, 2008 and 2007		F-4

Statement of Cash Flows Years Ended December 31, 2008 and 2007		F-5

Notes to financial Statements		F-6

Page -7

Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors of

Smart Holdings, Inc.

Milford, Michigan

We have audited the accompanying balance sheet of Smart Holdings, Inc. (a development stage company) as of December 31, 2008 and 2007, and the related statements of operation, stockholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Smart Holdings, Inc. as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

/s/ Robert L. White & Associates, Inc.

Robert L. White & Associates, Inc.

Cincinnati, Ohio

January 18, 2009

Page F-1

Table of Contents

SMART HOLDINGS, INC.

BALANCE SHEET

December 31, 2008 AND 2007


	2008			2007
ASSETS

Current Assets:
Cash	$	1558		$	—
Accounts receivable		—			—
Other current assets		—			—

Total current assets		1558			—
Fixed assets, net		—			—

Total Assets	$	1558		$	—


LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities:
Accounts payable		3,502			3,502

Total current liabilities		3,502			3,502

Stockholders’ Deficit:
Common stock, $.0001 par value, 100,000,000 shares authorized, issued and outstanding: December 31, 2008 - 8,602,500 shares; December 31, 2007 - 9,000,000 shares.		8,603			9,000
Paid-in capital		26,397			23,500
Accumulated deficit		(36,944	)		(36,002	)

Total stockholders’ equity (deficit)		(1,944	)		(3,502


Total Liabilities and Stockholders’ Deficit	$	1558		$	0

See accompanying notes to these financial statements.

Page F-2

Table of Contents

SMART HOLDINGS, INC.

STATEMENTS OF OPERATION
FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31,

2008 AND 2007


	Three Months Ended						Twelve Months Ended
	December 30,						December 30,
	(unauditied)
	2008			2007			2008			2007

Revenue	$	—		$	—		$	—		$	—
Cost of revenue		—			—			—			—

Gross profit		—			—			—			—

Operating expenses		—			3,502-			942			18,502

Operating income		—			—			(942	)		(18,502	)

Other income (expense)		—			—			—			—


Net income (loss)	$	—		$	(3,502	)-	$	(942	)		(18,502	)


Basic and diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)


Weighted average number of common shares outstanding		8,602,500			9,000,000			8,726,790			9,000,000

See accompanying notes to these financial statements.

Page F-3

Table of Contents

Smart Holdings, Inc.

Statement of Changes in Stockholders’ Equity

For the Years Ended December 31, 2008 and 2007


	Common Stock				Paid-in		Accumulated
	Shares		Amount		Capital		Deficit		Total
Balance, December 31, 2006		9,000,000-	$	9,000-	$	23,500-	$	17,500-	$	15,000-

Net loss for the Year Ended December 31, 2007		—		—		—		18,502-		18,502-

Balance, December 31, 2007		9,000,000-	$	9,000-	$	23,500-	$	36,002-	$	(3,502)-

Common Stock Issued for Cash		2,500		3		2497		—		2,00

Common Stock Cancelled		(400,000)		(400)		400		—		—

Net Loss for the Year Ended December 31, 2008		—		—		—		942		942

Balance, December 31, 2008		8,602,500	$	8603	$	26,397	$	36,944	$	(1944)

See accompanying notes

Page F-4

Table of Contents

SMART HOLDINGS, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007


	2008			2007
Cash Flows From Operating Activities
Net loss	$	(942	)	$	(18,502	)
Adjustments to reconcile net loss to net cash flows from operating activities:
Changes in operating assets and liabilities:
Other current assets		-0-			10,000
Accounts payable		-0-			3,502

Total adjustments		-0-			13,502

Net cash flows from operating activities		(942)			(5,000)

Cash Flows From Investing Activities
Purchases of property and equipment		2,500			-0-

Net cash flows from investing activities		2,500			-0-

Net Change in Cash	$	1,558			(5,000	)


Cash, Beginning of the Period	$	-0-		$	5,000

Cash, End of the Period	$	1,558		$	-0-

See accompanying notes to these financial statements.

Page F-5

Table of Contents

SMART HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

Note A — Nature of Operations and Basis of Presentation

Nature of Operations

Basis of Presentation

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

Consulting service revenue and the related labor costs and payroll are recorded in the period in which services are performed.

Accounts Receivable

Smart Holdings Inc trade accounts receivable result from the sale of its services, and consist of private and public companies. The Company uses the allowance method to account for uncollectible accounts. Bad debt expense for the twelve months ended December 31, 2008 was $0.

Concentration of Credit Risk

Financial instruments, which potentially expose Smart Holdings to concentrations of credit risk consist principally of trade accounts receivable and restricted securities that are paid as part of consulting fees.

Smart Holdings’ trade accounts receivable result from the sale of its services to customers, and customers consist of public and private companies. In order to minimize the risk of loss from these companies, credit limits, ongoing credit evaluation of its customers, and account monitoring procedures are utilized. Collateral is not generally required. Management analyzes historical bad debt, customer concentrations, customer credit-worthiness, current economic trends, and changes in customer payment tendencies, when evaluating the allowance for doubtful accounts. As of December 31, 2008, Smart Holdings Inc. had no customers who accounted for 10% or more of gross accounts receivable or 10% or more of the net sales.

The Company is obligated to pay the salaries, wages, related benefit costs, and expenses of consultants. Accordingly, the Company’s ability to collect amounts due from customers could be affected by economic fluctuations in its markets or these industries.

Financial Instruments

Smart Holdings estimates that the fair value of all financial instruments at December 31, 2008 do not differ materially from the aggregate carrying value of its financial instruments recorded in the accompanying balance sheets.

Page F-6

Table of Contents

SMART HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

Note A — Nature of Operations and Basis of Presentation (Continued)

Property and Equipment

Advertising Cost

Advertising costs, except for costs associated with direct-response advertising, are charged to operations when incurred. The costs of direct-response advertising are capitalized and amortized over the period during which future benefits are expected to be received. Smart Holdings Inc. did not have direct-response advertising costs during the twelve months ended December 31, 2008.

Stock-based Employee Compensation

The company adopted SFAS 123 (R) to account for its stock-based compensation beginning January 1, 2006. Previously, the company elected to account for its stock-based compensation plans under Accounting Principles Board Opinion No. 25. Accounting for Stock Issued to Employees (“APB 25”). Financial Accounting Standards Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation (“FIN 44”), and Statement of Financial Accounting Standards No. 148. Accounting for Stock-Based Compensation-Transition and Disclosure (SFAS 148”). The Company did not grant any stock options during 2008 or 2007 which would require a calculation as prescribed by SFAS 123 (R).

There are no differences between historical and pro-forma stock based compensation value.

Income Taxes

Smart Holdings records its federal and state income tax liability in accordance with Statement of Financial Accounting Standards Statement No. 109 “Accounting for Income Taxes”. Deferred taxes are provided for differences between the basis of assets and liabilities for financial statements and income tax purposes, using current tax rates. Deferred tax assets represent the expected benefits from net operating losses carried forward and general business credits that are available to offset future income taxes.

Loss Per Share

Net loss per share is computed based upon the weighted average number of outstanding shares of the Company’s common stock for each period presented.

Recent Accounting Pronouncements

In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”. The statement amends and clarifies accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and hedging activities. This statement is designed to improve financial reporting such that contracts with comparable characteristics are accounted for similarly. The statement is generally effective for contracts entered into or modified after June 30, 2003. The Company currently has no such financial instruments outstanding or under consideration and does not expect the adoption of this standard to effect the Company’s financial position or results of operations.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity" . This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This statement is effective for financial instruments entered into or modified after May 31, 2003, and is otherwise effective at the beginning of the first interim period beginning after June 15, 2003. The Company currently has no such financial instruments outstanding or under consideration and therefore adoption of this standard currently has no financial reporting implications.

Page F-7

Table of Contents

SMART HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

Note A — Nature of Operations and Basis of Presentation (Continued)

In December 2003, the FASB issued FASB Interpretation No. 46, “Amended Consolidation of Variable Interest Entities” (“FIN No. 46”). This interpretation clarifies rules relating to consolidation where entities are controlled by means other than a majority voting interest and instances in which equity investors do not bear the residual economic risks. This interpretation is effective immediately for variable interest entities created after January 31, 2003 and, for interim periods beginning after December 15, 2003, for interests acquired prior to February 1, 2003. The Company does not currently have relationships with entities meeting the criteria set forth in FIN No. 46 and is not required to include any such entities in its financial statements pursuant to the provisions of FIN No. 46.

Effective as of December 31, 2004, the Company adopted the revised interpretation of Financial Accounting Standards Board (FASB) Interpretation No. 46 (FIN 46), “Consolidation of Variable Interest Entities,” (FIN 46-R). FIN 46-R requires that certain variable interest entities be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The Company does not have any investments in entities it believes are variable interest entities for which the Company is the primary beneficiary.

In December 2004, FASB issued SFAS No. 123 (revised 2004) “Stock Based Payment” (SFAS No. 123R), a revision to Statement No. 123. Accounting for Stock-Based Compensation which supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. The revised SFAS 123 eliminates the alternative to use Opinion 25“s intrinsic value method of accounting and, instead, requires entities to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards. Furthermore, public entities are required to measure liabilities incurred to employees in share-based payment transactions at fair value as well as estimate the number of instruments for which the requisite service is expected to be rendered. Any incremental compensation cost for a modification of the terms or conditions of an award is measured by comparing the fair values before and after the modification. The company has determined that SFAS No. 123R has no effect on it’s financial statements.

Note B — Income Taxes

For income tax purposes Smart Holdings had $942 of net operating losses in the twelve months ended December 31, 2008 and $18502 of losses for the twelve months ended December 31, 2007, which can be used to offset future federal and state taxable income. No income tax benefit has been recorded in the accompanying financial statements since the recoverability of such assets is not reasonably assured through known future revenue sources.

Note C — Cash Flow Supplemental Information

Cash paid for interest during the twelve months ended December 31, 2008 amounted to $0.

Note D — Stockholders’ Equity

Issuance of Common Stock

The Company issued 2500 shares of common stock for cash during the twelve months ended December 31, 2008.

Common Stock Warrants

As of December 31, 2008 there were no stock warrants issued or outstanding.

Note E — Commitments and Contingencies

Operating Leases

Smart Holdings currently has no lease obligations.

Litigation

As of December 31, 2008, Smart Holdings did not have any outstanding legal issues outside of the ordinary course of business.

Note F — Subsequent Events

There are no subsequent events.

Page F-8

Table of Contents

Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

None.

Item 8A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the year covered by this report, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Accounting and Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon this evaluation, as of December 31, 2008, the Chief Executive Officer and Principal Accounting and Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act, are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Principal Accounting and Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

There have been no changes made in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, the internal control over financial reporting, during the period covered by this report.

PART III

Item 9 Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act

Additional information required by this Item 9 concerning directors and executive officers of the Company appears under the heading “Executive Officers of the Registrant” in this report.

Presently, Smart Holdings Inc., has a total of one officers and director. The following table identifies, as of January 18, 2009, each executive officer and director of the Company.


Name	Age	Position
Mark Seifer	57	Chief Executive Officer, Chief Financial Office, Chairman, and Director

Directors serve until the next annual meeting and until their successors are elected and qualified. Officers are appointed to serve for one year until the meeting of the Board of Directors following the annual meeting of stockholders and until their successors have been elected and qualified.

Mark Seifer: Mr. Seifer joined Smart Holdings Inc. at it’s inception.

Page - 16

Table of Contents

Item 10. Executive Compensation

Executive Compensation

The following Summary Compensation Table sets forth certain information regarding the compensation of our officers as of December 31, 2008.

Summary Compensation Table


			Annual Compensation				Long Term Compensation Awards		All Other		Compensation
	Year		Salary		Bonus		Securities Underlying Options		Compensation		Total

Mark Seifer, CEO		2007		—		—		—		—		—
		2008		—		—		—		—		—

Option Grants During Last Fiscal Year

No options, warrants or similar rights to purchase our Common Stock have been granted to any officers or directors.

Employment Agreements

There are no employment agreements to date.

Compensation of Directors

Our directors receive no compensation as members of our board. Our directors are reimbursed for travel and out-of-pocket expenses in connection with attendance at board meetings. The following table summarizes compensation that our directors earned during 2008 and 2007 for services as members of our Board of Directors.


			Fees
			Earned
			or Paid		Options		All Other
	Year		in Cash		Awarded		Compensation		Total
Mark Seifer		2007	$	—	$	—	$	—	$	—
		2008		—		—		—		—

Page - 17

Table of Contents

Item 11. Security Ownership of Certain Beneficial Owners and Management

As of January 18, 2009, there were 8,602,500 shares of common stock, par value $.0001 outstanding. The following table sets forth certain information regarding the beneficial ownership of our common stock as of January 18, 2009:

•		all directors

•		each person who is known by us to be the beneficial owner of more than five percent (5%) of the outstanding common stock

•		each executive officer named in the Summary Compensation Table

•		all directors and executive officers as a group

The number of shares beneficially owned by each director or executive officer is determined under rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under the SEC rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power. In addition, beneficial ownership includes any shares that the individual has the right to acquire within 60 days. Unless otherwise indicated, each person listed below has sole investment and voting power (or shares such powers with his or her spouse). In certain instances, the number of shares listed includes (in addition to shares owned directly), shares held by the spouse or children of the person, or by a trust or estate of which the person is a trustee or an executor or in which the person may have a beneficial interest.


		Amount of
	Name and Address of Beneficial	Beneficial
Title of Class	Owner	Ownership		Percent of Class
Common Stock	Mark Seifer Smart Holdings Inc. 647 Mill Pointe Drive Milford, MI 48381		7,000,000		77.8	%

Stock Option and Incentive Plans There are no stock option or incentive plans.

Item 12. Certain Relationships and Related Transactions, and Director Independence

None

Item 13. Exhibits


No.		Description
3.1		Articles of Incorporation (1)
3.2		Bylaws of the Company (2)
4.1		Specimen Stock Certificate (3)
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
32.1		Certification pursuant to 18 U.S.C. Section 1350


(1)		incorporated by reference to Exhibit 3.1 of the Current report on Form SB-2/A, as filed with the SEC on February 21, 2007.

(2)		incorporated by reference to Exhibit 3.2 of the Current report on Form SB-2/A, as filed with the SEC on February 21, 2007.

(3)		incorporated by reference to Exhibit 4.1 of the Current report on Form SB-2/A, as filed with the SEC on February 21, 2007.

Page - 18

Table of Contents

Item 14. Principal Accountant Fees and Services

The following are the fees billed us by our auditors, Robert L. White and Associates, Inc., for services rendered thereby during 2006 and 2007:


	2008		2007
Audit Fees	$	1,500	$	1,500
Audited Related Fees		—		—
Tax Fees		—		—

Total Fees	$	1,500		1,500

Audit Fees consist of the aggregate fees billed for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included in our Forms 10-QSB and for any other services that were normally provided in connection with our statutory and regulatory filings or engagements.

Audit Related Fees consist of the aggregate fees billed for professional services rendered for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements and were not otherwise included in Audit Fees.

Tax Fees consist of the aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning. Included in such Tax Fees were fees for preparation of our tax returns and consultancy and advice on other tax planning matters.

Page - 19

Table of Contents

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Smart Holdings, Inc., a Nevada Corporation



Dated January 18, 2009	By:	Mark Seifer
		Mark Seifer, Chief Executive Officer, Chief
		Financial Officer, and Directors

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


Signature	Title	Date
/s/ Mark Seifer		January 18, 2009

Mark Seifer	Chief Executive Officer, Chief
	Financial Officer, and Director

Page - 20

Table of Contents

Exhibit Index


No.		Description
3.1		Articles of Incorporation (1)
3.2		Bylaws of the Company (2)
4.1		Specimen Stock Certificate (3)
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
32.1		Certification pursuant to 18 U.S.C. Section 1350

(1)	incorporated by reference to Exhibit 3.1 of the Current report on Form SB-2/A, as filed with the SEC on February 21, 2007.

(2)	incorporated by reference to Exhibit 3.2 of the Current report on Form SB-2/A, as filed with the SEC on February 21, 2007.

(3)	incorporated by reference to Exhibit 4.1 of the Current report on Form SB-2/A, as filed with the SEC on February 21, 2007.

Page - 21

EXHIBIT 31.1

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Mark Seifer, certify that:

I have reviewed this Annual Report on Form 10-K of Smart Holdings, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the small business issuer and have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

The small business issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information and have identified for the small business issuer’s auditors any material weaknesses in internal controls; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal controls over financial reporting.

Date: January 18, 2009

By: / s/ Mark Seifer

Mark Seifer

President, Secretary and Treasurer

(Principal Executive Officer, Principal Financial Officer,

and Principal Accounting Officer)

EXHIBIT 32.1

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Smart Holdings, Inc. (the “Company”) for the year ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Mark Seifer , CEO/CFO of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: January 18, 2009

By: / s/ Mark Seifer

Mark Seifer

President, Secretary and Treasurer

(Principal Executive Officer, Principal Financial Officer,

and Principal Accounting Officer)

Smart Holdings Inc 10-K/A